Exhibit 10.7
PS GROUP HOLDINGS, INC.
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
February 4, 2000
Heritage Air Holdings Statutory Trust
c/o First Union National Bank, as trustee
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: W. Xxxxxxx Xxxxxx
Re: Agreement and Plan of Merger Dated as of December 18, 1999
Among Ourselves, Yourselves and PSG Acquisition, Inc.
(the "Merger Agreement")
-----------------------------------------------------------
Gentlemen:
In connection with the execution of the Merger Agreement, the parties had
intended the "SERP Policy" (as defined in Section 5.05(b) of the Merger
Agreement) to insure not only the obligations of PS Group, Inc. and Statex
Petroleum, Inc. specified in Section 5.05(b) but also the payments to be made by
PS Group, Inc. to Xxxxxxx X. Xxxxxxxxxxxxx, Xx. under the Separation Agreement
dated December 18, 1999 between PS Group, Inc. and Xx. Xxxxxxxxxxxxx (as amended
and restated concurrently herewith, the "Rickershauser Separation Agreement").
However, Section 5.05(b) of the Merger Agreement inadvertently omitted a
provision to this effect.
Please countersign this letter to confirm your agreement that, for all
purposes of the Merger Agreement, the SERP Policy is required to cover the
amounts due to Xx. Xxxxxxxxxxxxx, under the Rickershauser Separation Agreement,
as "Bonus Payments" (as defined in Section 2(a) thereof) together with interest
on the Bonus Payments (as specified in Section 2(b) thereof).
Thank you for your cooperation.
Very truly yours,
PS GROUP HOLDINGS, INC.
By: /s/ X. X. Xxxxx
---------------
Xxxxxxxx X. Xxxxx
Vice President-Finance
ACCEPTED AND AGREED
HERITAGE AIR HOLDINGS
STATUTORY TRUST
By: FIRST UNION NATIONAL BANK,
not in its individual capacity but
solely as Trustee
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President, Authorized officer
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